第 一 次 临 时 股 东 会 会 议 资 料 惠达卫浴股份有限公司 二〇二五年七月 次 临 时 股 东 会 会 议 资 料 惠达卫浴股份有限公司 一、会议召开的基本情况 （二）会议召开时间、地点 现场会议时间：2025年7月16日下午14:30 现场会议地点：河北省唐山市丰南区黄各庄镇惠达路2号办公楼八楼会议室 网络投票系统：上海证券交易所股东会网络投票系统 网络投票起始时间：通过交易系统投票平台的投票时间为2025年7月16日 年7月16日9:15-15:00。 会议召集人：公司董事会 （三）会议出席及列席人员 司登记在册的公司全体股东或其合法委托的代理人 二、会议议程 （一）与会人员签到登记领取会议资料；股东及股东代理人同时提交身份证 明材料（营业执照复印件、身份证复印件、委托授权书等）并领取《表决票》； （二）主持人宣布会议开始并介绍会议出席情况； （一）会议类型和届次 （三）董事会秘书宣读2025年第一次临时股东会会议须知； （四）审议议案； （五）股东发言及公司董事、高级管理人员回答提问； （六）记名投票表决（股东及见证律师共同参加计票和监票，负责监督表决、 统计全过程）； （七）与会代表休息（工 ...

Group 1: Furniture Industry Performance - In the first five months of the year, retail sales of furniture products in China increased by 21.4% year-on-year, while the overall revenue of the light industry reached 9.27 trillion yuan, with a 7.0% increase in added value for large-scale light industry [1][2] - The furniture industry reported a total revenue of 248.87 billion yuan from 7,421 large-scale enterprises, a decrease of 3.9% year-on-year, and a total profit of 7.92 billion yuan, down 27.9% year-on-year [1][2] - Exports of the furniture industry totaled 28.98 billion USD, reflecting a year-on-year decline of 8.2% [1] Group 2: New Standards and Guidelines - The "Healthy Consumption Guide for Wood-based Panels" was released, focusing on consumer-friendly information regarding formaldehyde limits and purchasing strategies [2] - A new national standard for harmful substances in furniture, effective from July 1, 2024, sets stricter limits on formaldehyde, benzene, toluene, xylene, and TVOC [2][3] Group 3: Market Developments - The water-based interior wall paint is now subject to mandatory CCC certification, with strict enforcement against unlicensed production and counterfeit certification [4] - The Cologne International Garden Exhibition featured over half of its exhibitors from China, showcasing advancements in green design and sustainable materials [4] Group 4: Company Initiatives - Juran Smart Home opened its 806th store in Shanghai with a total investment of 12.5 billion yuan, aiming to create a smart home experience center [4] - Kuka Home disclosed a blacklist of 97 unauthorized online stores, emphasizing strict control over sales channels and after-sales service [5] - Three companies, Rose Island, Tutu, and Hualai Technology, had their IPO applications accepted by the Beijing Stock Exchange, with plans to raise funds for various projects [6] - Serta won a trademark infringement case, receiving 1.1 million yuan in compensation [7] - Haoleke strategically invested in Jixiang Technology to enhance its smart home offerings [7] - Lixil Group's Guangzhou International R&D Center was inaugurated, focusing on local market investments and global sharing strategies [8] - Beiwow launched new products and opened a boutique showcasing three model homes, emphasizing a complete home decoration service [9][10]

Core Insights - Lixil Group has established an international R&D center in Guangzhou, marking a significant step in enhancing its global R&D system and international collaboration capabilities [1][4][5] - The center spans 1,600 square meters and integrates functions from design and R&D to supply chain management, directly serving global brand technology development [4][5] - The investment reflects a broader trend of foreign companies shifting towards high-value chain R&D in Guangdong, with actual foreign investment in the province increasing by 8.9% year-on-year in the first four months of the year [4][6] Company Strategy - Lixil Group's CEO, Setsu Shinaya, emphasized the importance of Guangzhou's complete industry ecosystem and the availability of electronic components and rapid market validation for smart product development [5][7] - The Guangzhou center will focus on global markets and non-ceramic products, differentiating itself from the Shanghai center, which targets the Asian market and ceramic technology [8] - The center aims to leverage consumer insights and product innovation to meet the rapidly changing demands of Chinese consumers, who are increasingly willing to try new products [9][14] Market Dynamics - The Chinese smart toilet market has seen a twelvefold growth over the past decade, with expectations to reach 12 million units by 2025, indicating a significant opportunity for innovation [9] - Despite challenges such as tariff friction, Lixil Group maintains confidence in the Chinese market, viewing it as the largest consumer market globally [11] - The company plans to enhance its competitive edge in the high-end segment through differentiated value propositions and a multi-brand strategy [13]

General Principles - The purpose of the accounting firm selection system is to standardize the selection process, improve audit quality, and protect shareholder interests, in accordance with relevant laws and regulations [1][2] - The selection of accounting firms must be approved by the audit committee, the board of directors, and ultimately decided by the shareholders' meeting [1][2] Requirements for Accounting Firms - Selected accounting firms must possess independent legal status, necessary qualifications, and a good reputation in the industry [2][5] - Firms must have a fixed workplace, sound organizational structure, and a robust internal management system [2][5] Selection Procedures - The audit committee is responsible for the selection process, including developing policies, initiating selection work, and evaluating candidates [3][6] - The selection methods include competitive negotiation, public bidding, and invitation bidding, ensuring fairness and transparency [3][4] Evaluation Criteria - Evaluation factors for accounting firms include audit fees, qualifications, performance records, quality management, and resource allocation [5][6] - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [5][6] Appointment and Renewal - The board of directors must review and approve the audit committee's recommendations before submitting them to the shareholders' meeting [6][7] - The appointed accounting firm must fulfill its obligations and complete the audit within the agreed timeframe [7][8] Special Provisions for Dismissal and Reappointment - The company may dismiss an accounting firm under severe circumstances, with the decision made by the shareholders' meeting [8][9] - If a firm is dismissed, the company must follow the established selection procedures to appoint a new firm [8][9] Information Security - The company must enhance information security awareness and ensure compliance with relevant laws and regulations [7][10] - The selection process should include a review of the accounting firm's information security management capabilities [7][10] Documentation and Record Keeping - The company must maintain proper documentation of the selection process and retain records for at least 10 years [11][12] - Any violations of the selection process must be reported to the board of directors for appropriate action [10][12]

Core Points - The document outlines the management system for the shares held by directors and senior management of Huida Sanitary Ware Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][3] Summary by Sections General Principles - The management system is established to regulate the shareholding and trading activities of directors and senior management in accordance with Chinese laws and the company's articles of association [1] - Directors and senior management must be aware of prohibitions against insider trading, short-term trading, and market manipulation before engaging in transactions [2] Share Trading Management - Directors and senior management must notify the board secretary in writing before trading shares, who will verify compliance with disclosure and regulatory requirements [6] - There are specific restrictions on transferring shares within one year of the company's stock listing, within six months after leaving the company, and under various other conditions [3][4] Information Reporting and Disclosure Management - Directors and senior management are required to report their shareholding information and any changes within specified timeframes, ensuring accuracy and completeness [19][20] - Any planned share reductions must be disclosed 15 trading days in advance, detailing the number of shares, reasons, and other relevant information [22][23] Additional Provisions - The document includes provisions for the handling of shares under various circumstances, such as legal enforcement actions or changes due to personal circumstances like divorce [11][12] - The management system will be revised in accordance with any changes in national laws or regulations [13]

Core Points - HUIDA Sanitaryware Co., Ltd. is established as a joint-stock company in accordance with the Company Law of the People's Republic of China and other relevant regulations [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 71.04 million shares on April 5, 2017, and is listed on the Shanghai Stock Exchange [3][4] - The registered capital of the company is RMB 380,664,968 [2][6] Chapter Summaries Chapter 1: General Provisions - The purpose of the articles is to protect the legal rights of the company, its shareholders, employees, and creditors [1] - The company is registered in Tangshan, Hebei Province, and has a unified social credit code [2] - The company is a permanent joint-stock company [2] Chapter 2: Business Objectives and Scope - The company's business philosophy emphasizes "people-oriented, quality first, and pursuit of innovation" [3][4] - The business scope includes manufacturing and sales of sanitary ceramics, furniture, building materials, and various household products [5] Chapter 3: Shares - The company's shares are issued in the form of stocks, with all shares having equal rights [6][7] - The total number of issued shares is 380,664,968, all of which are ordinary shares [6][7] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, attend meetings, supervise the company, and transfer their shares [12][13] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [48][49] - The shareholders' meeting is the company's authority body, responsible for electing directors and approving major transactions [20][21]

Core Viewpoint - The article outlines the related party transaction management system of Huida Sanitary Ware Co., Ltd, emphasizing the importance of fairness, compliance, and transparency in related party transactions to protect the interests of the company and its non-related shareholders [1][2]. Summary by Sections General Principles - The company establishes this system to ensure the fairness and reasonableness of related party transactions, in accordance with relevant laws and regulations [1]. - Related party transactions must be priced fairly, follow compliant decision-making procedures, and adhere to information disclosure norms [1][2]. Confirmation of Related Parties and Transactions - Related parties include both legal entities and natural persons that have control or significant influence over the company [8][9]. - The definition of related parties includes those holding more than 5% of the company's shares and individuals in key management positions [10][11]. Reporting and Disclosure Procedures - Transactions exceeding 300,000 yuan with related natural persons or 3 million yuan with related legal entities must be disclosed promptly [15][16]. - Major transactions over 30 million yuan, constituting more than 5% of the company's net assets, require board and shareholder approval [17][18]. Pricing of Related Party Transactions - Related party transactions must be documented in written agreements, with pricing determined based on fair market standards [28][29]. - Various pricing methods are outlined, including cost-plus, resale price, and comparable uncontrolled price methods [30][31]. Disclosure Requirements - The company must disclose related party transactions in interim and annual reports, detailing the nature of the transactions and their impact on the company [33][34]. - Specific disclosures include transaction summaries, related party introductions, and the evaluation of transaction pricing [35][36]. Special Provisions for Daily Transactions - For daily related party transactions, the company can estimate annual transaction amounts and must disclose actual performance against these estimates [39][40]. - Agreements exceeding three years require re-evaluation and disclosure every three years [41]. Exemptions from Approval - Certain transactions, such as those providing financial assistance at market rates without collateral, may be exempt from standard approval processes [42][43]. - The company can apply for exemptions for transactions involving state secrets or commercial confidentiality [46][47].

Group 1 - The company plans to establish a corporate group to enhance brand value and promote business development [1][2] - The board of directors approved amendments to the company's articles of association during the seventh board meeting [1] - The proposed changes include updating the company name to "HUIDA SANITARYWARE CO., LTD." and establishing a group name "HUIDA GROUP" [1] Group 2 - The chairman will serve as the legal representative of the company, and the resignation of the chairman will also result in the resignation as the legal representative [1] - The amendments to the articles of association will be submitted for approval at the first extraordinary shareholders' meeting in 2025 [2] - The board requests authorization from the shareholders' meeting for management to handle related business registration changes [2]

Group 1: Kitchen Appliances and AI Integration - The kitchen appliance industry is facing challenges due to changing consumer preferences, with a focus on attracting younger users through AI-integrated smart products like the "Food God" model [1] - Companies are exploring diversification, optimizing designs, and accelerating international expansion to adapt to market conditions, including real estate downturns and overseas competition [1] - Future opportunities lie in expanding the food industry chain and leveraging AI to lower cooking barriers, reshaping market dynamics [1] Group 2: AI Glasses Market - The global sales of AI glasses are projected to reach 600,000 units in Q1 2024, marking a 216% year-on-year increase, significantly outpacing VR and AR products [2] - Despite the promising growth, challenges such as design balance, insufficient SKUs, and production capacity issues remain, with the upcoming 618 shopping festival being a critical test for domestic AI glasses [2] - The next two to three years are deemed crucial for competition in the AI glasses market, necessitating Chinese brands to enhance their efforts in rule-making and technological breakthroughs [2] Group 3: Space Computing - INAIR's new AI space computer emphasizes lightweight design and efficient multi-window operations, while Apple’s Vision Pro integrates digital and physical worlds but faces high pricing and limited battery life [4] - Meizu's StarV Air2 offers lightweight daily assistance but lacks capabilities for complex tasks, representing different approaches to space computing [4] - Success in this field will depend on meeting user needs and adapting to practical scenarios [4] Group 4: Bathroom Industry Trends - The bathroom industry is evolving from functional spaces to comfort-oriented environments, with trends focusing on scene-based, intelligent, and age-friendly designs [5] - Brands are showcasing comprehensive solutions and customized offerings at industry exhibitions, enhancing user experiences [5] - The shift from scale competition to value competition emphasizes technological depth and humanistic care to meet diverse consumer demands [5] Group 5: AI Glasses Market Challenges - The AI glasses market is experiencing rapid growth, with ten new products launched in May, and hardware performance aligning with high-end smartphones [6] - Despite advancements, the industry faces challenges such as the lack of "killer" features and insufficient user experience, with AR glasses dominating the market [6] - By Q1 2025, sales are expected to grow by 45%, but AI features are not the core selling point, indicating a need for practical optimization and scenario expansion [6] Group 6: AI Model Market Dynamics - The domestic AI model market is transitioning from a "hundred models war" to a consolidation phase, with major players like ByteDance, Alibaba, and Tencent competing through various strategies [7] - Emerging companies are rapidly gaining traction, while some established players are shifting focus towards application scenarios [7] - Future competition will prioritize technological implementation and productization capabilities, with resources and innovation being key determinants of success [7] Group 7: Automotive Industry and Humanoid Robots - The automotive sector is increasingly showcasing humanoid robots, with 19 major car manufacturers entering the field, driven by advancements in generative AI [8] - Despite having supply chain advantages, the industry faces challenges in supply chain management, commercial orders, and technical bottlenecks [8] - Overall, humanoid robots are still in the early stages, with technology and market acceptance being critical hurdles [8] Group 8: Data Industry and Economic Value - The global trend of restricting data flow is highlighted by the U.S. NIH's ban on Chinese access to key databases, prompting China to accelerate its digital economy initiatives [9] - By 2025, the goal is for the core digital economy sectors to account for over 10% of GDP, with the data industry projected to reach 7.5 trillion yuan by 2030 [9] - The establishment of high-quality data sets supports domestic model development, but challenges in data quality and utilization efficiency persist [9] Group 9: Refrigerator Market Innovations - The refrigerator market is expected to see growth in Q1 2025, driven by fiscal subsidies and technological innovations, with mid-to-high-end products leading the way [10] - Major brands like Haier and Bosch are focusing on differentiation through preservation, health management, and design [10] - Meeting the demands of younger consumers through preservation upgrades and AI applications is crucial for future growth [10] Group 10: Strategic Collaborations and Investments - Meitu and Alibaba have entered a strategic cooperation involving a $250 million convertible bond, focusing on e-commerce, AI technology, and cloud computing [14][15] - This partnership aims to enhance Meitu's capital structure and broaden its shareholder base while driving breakthroughs in respective fields [15] - Hong Kong Investment Management Company, known as "Hong Kong's Temasek," is actively investing in AI computing and hard technology, managing over HKD 62 billion [18] - Honor is entering the robotics sector with significant investments planned for AI research and hardware development, showcasing its technological capabilities [19]

Group 1 - The event "Empowering Future Bathroom Space Aesthetics through Design" was successfully held in Shanghai, focusing on the integration of art, innovation, and technology in bathroom design [1][4] - The discussion included seven major topics such as artistic healing, material innovation, and spatial boundaries, highlighting the evolving role of bathroom spaces from mere functionality to aesthetic and experiential dimensions [1][4] - Yang Jiao revealed the brand's 2023 global strategy, emphasizing the use of a database of over 3000 bathtub models and carbon fiber technology to create a dual engine of artistic design and smart manufacturing [4][5] Group 2 - The GINKNOVA series, inspired by ginkgo leaves, became the focal point of the event, showcasing a design philosophy that integrates nature, energy, elegance, and art into modern bathroom products [5] - Zhao Hu pointed out the industry's pain points, stating that current bathroom innovation is trapped in technical redundancy and needs to return to the essence of life [5] - He proposed three collaborative paths: establishing designer-factory co-creation laboratories, developing modular bathroom systems for small space renovations, and launching the "Chinese Bathroom Aesthetics Award" to promote the quantification of design value [5]